Totally Grim
by doconnor
Summary: Grim Tales of Mandy Alone: Ep 1: Totally Grim: Based on Bleedman's comic, a 22 year old Mandy becomes an assassin and takes on the gang from Totally Spies


**This fan-fiction contains scenes of violence and mature subject matter. Reader discretion is advised. This means if you are from the target demographic for either The Grim Adventures of Billy and Mandy or Totally Spies, do not read this. It's icky. **

**This is based on Bleedman's comic and is set between when Mandy releases Grim and when they get married.**

* * *

**Grim Tales of Mandy Alone**

Against a black background, Mandy, now 22 years old, walks towards the camera with her hands on her hips, wearing a long, strapless red dress, covered in glittering sequins. Her shoulder length blonde hair is contained by her usual hair band. The sound of her high heels echo in the unseen emptiness.

Frowning, she glares, "No, I'm not nice. I'm just drawn that way."

* * *

Episode 1 

**Totally Grim**

Written by: Darwin O'Connor (doconnor at reamined.on.ca)

Based of characters created by: Maxwell Atoms, Vincent Chalvon-Demersay, David Michel, Bleedman and others

* * *

Mandy had long since mastered the art of getting people to give her what she wanted. In the beginning she only controlled the simpleton Billy. Then she tricked the Grim Reaper to gain control of him. As she grew older she found that others where just as easy to control. In many ways adults where easier, driven by their empathy, greed, love and constrained by their social norms. Below a thin layer of respectability she found they there not really any smarter the Billy. Sometimes Billy would do something unexpected, but adults never did. 

As Mandy grew up, she only became better at manipulation. She learned to use more methods. When she was young she used strength, fear and intelligence. To that she added money, power and sexuality.

She had been sleeping with Jesse, the owner of a web design company. He made it big when an indy horror movie he made a website for became a hit. He had easily fallen in love with her and she knew she had him hooked. He had been giving her money and gifts to the point where his business had nearly gone bankrupt. Mandy arranged to buy it through one of her numbered companies. She was ready to move on.

* * *

Jesse went to Mandy's apartment, like he usually did after work. He opened the door and stepped into her spartan living room. She was usually there working on her computer. She never showed him what she was doing. He didn't even know what she did for a living, but she didn't seem to make much money. 

Not seeing her, Jesse went into the hall to go to the washroom. As he past the bedroom, in the corner of his eye he noticed movement. He looked in and asked, "Mandy?"

A man sat up in the bed. He had blonde hair and a square jaw. He slurped, "Hey, Guy!" He looked beside him, "Do you know any Mandy, lady?"

Mandy sat up. It was now clear they where both naked. "I'm Mandy, you puss for brains," she pushed him so he fell out of bed.

"What the hell are you doing?" Jesse yelled.

Mandy scoffed, "What does it look like?" She brushed away some hair that had fallen in fount of her face because she didn't have her headband on.

Jesse stammered, "Who is that guy? Why are you doing this? Didn't you know I'd be coming?"

Mandy reached down and pulled the other man up, saying, "Come here, Cal." She kissed him.

Cal said, "You're a real nice lady," and slurped.

Mandy looked over to Jesse, "I've always had a weakness for idiots."

Jesse took off his toque and nervously squeezed it. His eyes started to water, "You where just using me the whole time, weren't you?"

Mandy leaned her head towards Cal as he licked her ear, "You're starting to smarten up."

Jesse turned away from her, "I'm going back to Montreal to talk the Seven."

Mandy glared at him as he left, "You do that!" She pushed Cal off the bed again.

Cal pulled himself up and slurped, "I like this game, lady." Mandy roughly pulled him back on the bed and under the covers.

* * *

She found that getting some cute guy and allowing herself to be caught in bed with him was the best way to quickly end a relationship that was no longer profitable. However, within a couple of weeks Jesse was back sending her extravagant gifts. Mandy did not know where the money was coming from. She had access to his finances and had cleaned him out. Nevertheless she went back to him, figuring she may as well keep a good thing going. 

It was only a short time later when she entered Jesse's apartment to find it ransacked. Looking in the bedroom, she found his body covered in blood. She returned to the living room with the intention of leaving, but there where two large men with guns standing by the door. The suits of the goons where so dark it wasn't possible to tell where one began and the other ended as they stood together. She then saw a small round man with a large nose sitting on a clearing in the mess on the coach.

He said, "Welcome, Mandy. We have been waiting for you. It is pleasure to finally meet."

Mandy stared in shock. It was the Belleville Mafia. She had heard about them. The gang started out with illegal gambling. They where the type that only took bets on things that where fixed. They where the ones behind the Tour de France Kidnappings. Since then they had expanded from Belleville to Endsville to Townsville, Queensland.

"He owed us a lot of money. From what he told us, most of that money ended up in your hands."

Mandy glanced around for other exits, "I suppose you want it back?"

The gangster laughed. "Actually you have something that could be far more valuable to us. You see, this isn't the first time we've heard this story from one of our clients. You seemed to be someone who might be interested in our line of work. We investigated further and what we found exceeded our expectations."

He pulled out a small notepad and read off it, "You're an expert con artist who has gotten money from everyone from politicians to single mothers. You dropped out of university after a year despite being on the dean's honor list, but since then you've borrowed hundreds of books and journals from the university library. You own parts of dozens of local businesses using an ownership structure it would take our accountants years to figure out. We have no idea how much money you actually have, but we know you don't spend it on anything but more businesses. You have a black belt in Judo and Tae Kwon Do, and rumor has it you've have had training even beyond that."

The gangster looked up at her and wiggled his moustache, "You have two options. You can pay back Jesse's debt plus interest or you can help us take care of a few problems." He stood up and closed the bedroom door. "Nothing as trivial as this. Not for someone with your skills. Of course, you have a third option. You can join your friend over there, but if you do choose to work with us, it could be very profitable for you."

"Interesting," she nodded slightly. Mandy's mind was racing. She wasn't thinking about the money. She was thinking of the challenge. She missed the days when she had fought demons with Grim. This opportunity could bring back the spark she was missing. She was also thinking of how she could make use of this opportunity. She had already controlled many of the businesses the neighborhood. With these gangsters on her side she could take the remaining businesses, both legitimate and illegitimate.

Mandy reached down to shake the short man's hand, "Alright, I'll help you out."

"Very well. Details of your first mission will be delivered to your home in a few days. You might want to get some experience target shooting, in the mean time." With that the little man joined the two heavies, merging into their dark suits until they appeared to be one unit and disappeared out the door.

Several days later she found a large envelope in her mailbox without a stamp or a return address. She opened it and found it contained maps and pictures and a letter. She read it.

"Welcome to our organization. Your first mission will not be any easy one.

"The agency known as WOOHP has been a thorn in our side for some time. We need you to eliminate Jerry Lewis the head of WOOHP and destroy their Beverly Hills based team of agents, Sam, Clover and Alex.

"We have allow WOOHP to know the plans of one of our less reliable associates heists. We want you to capture him while the WOOHP agents are watching and hand him over to them. That will be the first step in proving to them that you're trustworthy and skilled enough to join them. Once you've gained their trust your should be able to get to Jerry to destroy him and his agents."

Mandy studied the rest of the package. It contained pictures and background of the three agents. Mandy was impressed by their accomplishments. They had help from the gadgets they used, but it was clear that their skills and teamwork was the key to their success. There was very little information on Jerry.

It also had a plan steal the original draft of "Snow White and the Seven Dwarfs" hand written by Walt Disney himself. It was kept in a safe deep in the Magic Kingdom.

She booked a flight to Las Angles for the next day and prepared to leave.

(Walt Disney Animation Museum - 12:25AM)

Mandy had entered the museum before it closed and had slipped into one of the private offices overlooking the main hall to wait until the weasels arrived. She could have broken in later, but she did not want to risk being noticed by the weasels or the WOOHP agents.

She heard a ruckus from below. It was the weasels taking out the guard with their knock-out gas, as expected. She looked down as the weasels entered the darkened hall.

"Come on you mugs. Let us invigorate the area for additional security," the taller one said. They split up.

The short one and the fat one started giggling at one of the displays. The tall one shouted, "Don't start laughing. I told you not to look at the exhibitionists."

Mandy frowned and said quietly, "Great. More imbeciles."

The weasels proceeded with their plan. While Mandy watched from down the hallway, looking around the corner using her cell phone camera, they entered the back hall, and used a large gun to fire globs of plastic explosive at the steel door to the room-sized safe.

They set off the explosives, got the script and where getting read the leave, when they heard a girl's voice angrily say, "I'll kill Jerry for picking me to be the one to do this."

Another girl's voice responded, "He had to pick you, you're the only one with a big enough nose for it to fit."

Mandy had to look around the corner to see for herself. It was the angriest clown she had ever seen. She recognized Clover from her red jump suit, but she was wearing a clown nose.

The two other WOOHP agents ran past Clover and grabbed the weasels who where already laughing so hard they could barely stand. The tall one pulled out his plastic explosive gun and started shouting at the weasels, "Stop laughing! Stop laughing!" The other two weasels where flailing so much the agents could barely hold on to them. Rather threaten the spies, the tall weasel ignored them, grabbed one of the laughing weasels and started shaking him shouting, "Stop laughing or you'll be the first to go!"

Clover ran up to the tall weasel but he point his gun at her and said quietly, "Don't reproach me." The tall weasel pulled the laughing weasel out of Alex's arms and pushed him to the ground. Alex tried to kick him but he ducked and pointed his gun at her and told her to back off. He then pointed the gun at Clover and said, "Take off that ridiculous nose."

The spies has backed off and the weasels where slowly regaining their composure after Clover had removed the clown nose. Sam complained, "Jerry didn't say some weasels didn't find clown noses funny."

The tall weasel said to the girls, "Now yous are going to remain here while we vacillate the premises." The weasel aimed the gun at Alex's foot and fired. Glob of plastic explosive hit Alex's foot. She quickly found she was stick to the ground.

Sam attacked the weasel but he fired at Sam as she was about to kick him leaving a glob on her foot. She aborted the kick but couldn't put her foot down or it would get stuck to the floor, too. She futilely waved her foot in the air trying to shake it off.

Clover when after the fat one and managed to knock him down. Sensing Sam was in trouble, she turned towards the tall one but he who fired at Clover. She jumped, but not high enough, because when she landed her knees where glued together with the goo.

Alex, who was holding one of the weasels at bay despite having one leg stuck to the floor said, "Come on, girls. We've gotten out of stickier situations."

Clover strained to pull her right hand off the goo around her knees. She was able to pull it out, but when she wiped her right hand off it got stuck to her clothes. She asked, "Are you sure about that?"

Mandy stepped out from the hall and dived at the short one pushing him down beneath her, then immediately pulled herself back up just as the tall weasel fired twice, but missed her.

Mandy went after the tall one and was able to kick him and punch him, but he still held on to the gun. Then Mandy heard a whirring sound. She looked over and saw Alex using a giant hair dryer on the glob on her foot. Mandy leaped over and kick the hair dryer out of her hand. It fell on the floor and broke into pieces. Alex yelled, "Hey!"

Sam glared, "Which side are you on?"

The fat weasel was about to hit Clover in the back with a crow bar. Mandy grabbed before it hit Clover and she threw it across the hall at the short one, knocking him out. Clover hopped around and slugged the weasel behind her.

Mandy explained, "That goo is plastic explosive."

The all gasped, and the stared silently as a paper airplane floated gracefully between them. It quickly fell to the ground because it was on fire. It landed near Alex's explosive covered foot. She desperately stamped on it with her other foot to put out the fire. She was able to, but not before slipping, causing her to fall heavily on her back.

The girls looked for where it come from and saw the tall weasel standing just inside the door of the safe lighting another one. "Happy landings," he said as he threw it.

Clover grabbed it out of the air and crumpled it up, but found her hand was sticking to it because it still had some of explosive goo on it. She pulled the paper off, threw it away and blew on her hand to put out the last bits of paper that was still on fire. Mandy grabbed her hand and spit on it. Clover looked at her wet, dirty, goo-covered hand and said, "Thanks, but eww."

In the mean time Sam had hopped over to the tall weasel and was lunging at him with her goo covered foot. She kept missing him because she was trying to avoid hitting the wall. Finally she said, "I have had enough of you!" and kick at him hard, sticking him and her foot to the wall.

Alex yelled, "Clover! The paper!" Everyone look over to where Clover had thrown the paper. It landed right next to one of the globs that missed Mandy and ended up on the floor next to the wall.

They all scrambled to get away from it. The fat weasel ran into the safe, Clover hopped down the hall covering her head with her arms, Alex pulled her free leg away but was still laying on her back with one leg stuck to the floor, Mandy hid behind the safe's door, Sam and the tall weasel were stuck to the wall unable to move. The short weasel struggled to stand, but couldn't before it went off.

The sound left their ears ringing. White dust from the drywall filled the air, making it difficult to see anything. Sam called out, "Are you guys okay?"

Alex dusted herself off and said, "I think so."

Clover had fallen forward and tried to push herself back up, but couldn't because her knees where stuck to the floor. She sighed heavily, "I think I'm stuck now, too."

From the dust they heard the tall weasel say, "Extricate me from this."

Mandy heard the fat weasel scamper through the haze. She swung at him, but missed.

The dust started to settle and Sam could see the fat weasel trying to pull the tall weasel free from the glob then held him and her foot to the wall. Determined to end the fight she kick at him with her free leg, pushing his face into the goo so that now both the weasels and both her feet where now stuck to the wall. She managed to hold herself sideways with one arm.

Mandy stepped out from behind the safe door and looked around. She found the short weasel unconscious and said, "Looks like you got them all."

Sam tried to wiggle her feet, "Little help here."

Clover grabbed her X-Powder, "I'll send Jerry a sample of this stuff to see if he can find out how to get us unstuck."

Alex said to Mandy, "Thanks a lot for your help. You really saved us. What's your name?"

"My name is Mandy. Who are you guys?"

Alex started, "We're with WOOHP. We help catch guys like these."

Sam interrupted, "It's a pretty hush-hush organization."

Mandy said, "I see."

Clover said, "We know a Mandy from school, but she is so annoying. I'm sure your much nicer the her."

Alex added, "Anyone would be nicer then her."

Mandy answered, "I'm sure."

Mandy heard a man's voice say, "I got it girls." She stepped over to Clover, who was holding herself up by her elbows, and saw a small hologram of a man with a moustache. She concluded it was Jerry, her prime target. The hologram continued, "It is a standard plastic explosive mixed with an extra sticky bubble gum like substance. There are many chemicals what will safely dissolve it." He looked down, "Here's one that you should have. Hair spray. Personnel have already been dispatched to pick up the weasels."

"Got it, Jer." Clover closed the compact and pulled out some hair spray from her backpack and sprayed it on the goo holding her knees to the floor. The goo quickly liquefied and Clover was free.

As Clover freed the others Mandy picked up the Snow White script and flipped through a few pages. She raise an eyebrow and said to herself, "Walt, you where a perverted drunk." She slipped out, incase the WOOHP agents tried to erase her memory.

(Beverly Hills High School Gym - 3:32PM)

The teacher beckoned with her arm and said, "Please welcome your martial arts instructor, Mandy."

Sam, Clover, Alex and other students from the school where standing in a line wearing different coloured kimonos.

The teacher continued, "She has a black belt in Karate and has trained in Japan and Hong Kong."

The girls applauded and Mandy walked out in front of them, wearing a grey kimono. She quickly saw the three girls and waved to them. They waved back. There was another girl in a purple kimono glaring at them. Mandy began her speech. "In this school club you will learn the confidence, discipline and strength that will allow you defend yourself against any opponent. I will be you Sensei."

The three friends grinned, knowing their skills they've learned at WOOHP will allow them to impress everyone, especially the boys.

Mandy pointed to the girl she saw glaring. "Come up here and I'll demonstrate some of what you will learn." The girl marched up to Mandy and they bowed to each other. Mandy asked the girl's name.

"It's Mandy."

"How original." The class giggled.

Mandy quickly taught her how to fall properly, and then Mandy asked her student to try and knock her down. The younger Mandy went at her. She kicked and punched, as if imitating what she had seen in the movies. The attacks where easily blocked and she knocked down her student, to more giggles from the watching teenagers, especially Clover. She got up and tried again, hitting harder, but not any better and she was knocked down again. The Sensei said, "Your doing a good job falling down," to more giggles, "I think that's enough for now."

The student stood up, more determined then ever and screeched, "No! Let's do it one more time." She charged, headfirst.

Mandy resisted the temptation to do a spectacular kick. Instead she simply stepped aside and put out her foot to trip her. She went sprawling to the ground, hitting the floor past the end of the mat.

The she addressed the class, "The most important lesson I will teach you is what not to do."

Over the next few weeks she trained the class in basic martial arts. She often berated the students for not matching the skills of Sam, Clover and Alex, but she resisted criticizing them when she felt that they where holding back. More and more students dropped out, but a few excelled in the high-pressure environment, particularly Mandy, who the sensei would often pair up against Clover. It was always a vivid demonstration of what happens if you lose your cool in a fight.

After several classes, Mandy had taught the students the basics. At the end of one class, she asked Sam, Clover and Alex to stay behind.

Mandy started, "It's pretty clear you don't need this class to learn martial arts."

Sam said, "Well since you saw us before at the museum, I suppose we can tell you. We've been training at WOOPH for years."

Alex said, "And putting it into practice," as she demonstrated a punch.

"But we've still benefited from this class. It's good to work one the basics," Sam added.

Mandy said, "You might be able to help me."

Alex smiled, "We'd love to."

"I recently moved here. Could you show me where the most fashionable shops are?"

The girl's eyes lit up. Clover yelled, "We'd love to. Let's start at The Groove and work our way from there. There's Rodeo Drive, Robertson Blvd , Melrose, then Montana Ave..."

Sam interrupted, "I don't think we can do all those in one evening."

Clover responded, "Of course not. We'll have plenty of chances to show our new friend around, right Mandy."

"Of course, my friends," Mandy said as she turned to go to the staff washroom to change.

The four of them went from store to store in the Groove. The girls really liked having a grown-up to talk to about what they where interested in and Mandy picked up some outfits at the girl's suggestion. She knew that fashion could be a powerful tool, and she listened to the advice these experts had.

Mandy modeled a shiny red dress that seemed too small for her, especially on top. Sam commented, "I don't think that is what you are looking for."

Mandy asked, "Don't you think boys will like it?"

Alex said, "Not the right kind of boys."

Mandy raised her eyebrow, "Sometimes you need the wrong kind of boy."

Clover put her hand on Mandy's shoulder, "Yea, guys. It takes all kinds." Sam and Alex rolled their eyes.

The evening ended suddenly when Mandy was waiting for the three of them finish up in the change room. She turned her back to look at something when she heard a whooshing sound from their rooms. She could no longer see their feet below the door. Mandy called out to them, but they where gone.

(Chez Elegance - 7:28PM)

After the next class the three girls where excited to talk to Mandy. They said they had someone for her to meet.

They brought her to a small restaurant. Clover complained, "Why are wearing that grey outfit again after you bought all those nice clothes? It looks like a school uniform."

"Some people like school uniforms."

Sam hurried them along, "Let's go in so she can meet Jerry."

That was the name Mandy had been waiting for. They directed her to a table for two where a distinguished man was waiting and said their goodbyes.

Mandy recognized him from the hologram. The man introduced himself as the waiter lit the candle between them. "I am Jerry Lewis, head of WOOHP, the World Organization Of Human Protection, a top secret crime fighting agency. We are currently recruiting new agents. You come to us highly recommended."

Jerry went on the explain more about WOOHP, however he warned her there would be a series of tests before she would be able to join, especially after the problems they had the last time they let someone named "Mandy" join without proper training.

Jerry asked her to tell him about herself. Mandy told him how she dropped out of school to learn on her own, but left out how she was expelled for leading the Playground Revolution. She briefly talked about her martial arts training under several different senseis but failed to mention that they had each turned her out for dishonorable conduct. Of course, she didn't tell him about her adventures with Grim.

She encouraged him to talk about himself. He droned on about the inspirational reasons why he started WOOHP, the tedious processes of how he develops its advanced technology and even his old failed rock band. She nodded while she ate and scoffed at his jokes. Soon he was talking and laughing freely. She could make him his eyes light up just brushing the hair from her face. He signed and said, "I can't remember when I had such a good time."

Mandy got up and said she had to go to the powder room. As she walked away from Jerry she made sure to sway her hips so her skirt rocked back and forth. Just as she got to the door she spun her head around, sending her blond hair billowing, to see Jerry suddenly look away from her. She scowled at Jerry.

When she came back, Jerry looked embarrassed and barley glanced at her. Mandy said, "What's wrong?" She reached her hands across the table.

Jerry looked past her. "I maintain a professional relationship with my spies at all times."

"It must be difficult, working so closely with young girls, who look up to you so much."

Jerry looked at her, "I do appreciate them, Mandy, but they see me as a father figure. Besides, they've got plenty of handsome young men at their school they can date. They are out of my league."

Mandy raised her eyebrow, "I'm a free argent." Without taking his eyes off her Jerry reached across the table to hold Mandy's hands.

(WOOHP Headquarters - 10:11AM)

The three spies fell on to the coach in Jerry's office. They where surprised to see Mandy already there. Alex thought she saw Mandy sitting on Jerry's lap, but she figured it was from the disorientation of falling.

Mandy was still wearing her grey skirt, but instead of her blouse she was wearing a man's dress shirt that was much too large. Clover noticed that Jerry's hair seamed dishevel.

Jerry cleared his throat, "Welcome Spies. I'm pleased to tell you we are finally ready to take down the Belleville Mafia. This is a big job, so I've asked our newest recruit, Mandy to join you. I'm sure she will be assistance to you."

Clover cheered, "Welcome to the team."

Sam added, "It is going to be so much fun working with you, Mandy."

Alex looked confused. "I thought new agents would have to go through the training program before going on missions?"

Jerry looked at Mandy. "Mandy has proven her exceptional skills to me and I've decided she doesn't need to go through the training."

Clover said, "Didn't you see how she handled herself with the weasels?"

The four girl's clothes where instantly replaced with their spy outfits. Everyone looked over to see what colour Mandy had picked out. It was dark grey.

Clover gasped, "Grey! That... that's so not our style!"

Jerry spoke up, "I think it looks fine. It is ideal for being inconspicuous during night missions. We must proceed with the job. GLADIS?"

GLADIS' robotics arms reached down, "Here are your gadgets."

"For Sam, the smoke bomb earring, for Alex, the hologram projecting mood ring, for Clover, the laser nail file, and for Mandy a GLOCK 23 pistol."

The three of them gasped. Jerry stood up, "You're not authorized to have that! We do not use lethal weapons..." He suddenly fell backward out of his chair, his eyes wide open as a small amount of blood leaked out of the hole between his eyes.

Alex screamed. Sam stepped back and put herself in a defensive stance. Clover stammered through her tears, "Mandy! Mandy! Why? I thought we where going to be best friends forever."

Mandy already had her gun trained on the three of them as they huddled together on the other side of the room. She said, "No. You're not my best friends. Allow me to introduce you to my best friend forever." Mandy raised here eyebrow and the spies looked over to where Jerry's body was. Standing over him was Grim. Alex screamed again.

Grim helped Jerry to his feet, "It's time to go, mon."

Without taking her eyes off the spies Mandy said, "Long time no see, Grim."

"It has been, Mandy."

"You should stick around. I think there will be some more work for you here."

"I see what you mean."

Jerry, transparent like a ghost with his real body at his feet, looked at the three girls, "I'm sorry, spies. You've learned all you can from me. I just want you know that working with you has been the happiest time of my life. I couldn't have been prouder. Goodbye, girls." Grim put his hand on Jerry's should and he disappeared.

Alex dropped to her knees and balled. Tears steamed down Clovers face as she squeezed her fits over and over.

Sam pulled Alex up, "Come on. We can beat her. It's three against one."

Alex wiped her eyes, "Yea. Let's do it for Jerry."

Clover glared, "I should have known you where bad, just from your outfit."

The three of them regained their focus and entered their offensive positions.

Mandy glared at them, "Alright. Let's make this interesting," she put her gun behind her back and beaconed them with her one free arm.

The three spies attacked together. Sam came from below doing a crouching roundhouse kick, which Mandy deflected. Clover lunged at her body, but Mandy used her free arm to push her off. Alex came from above, but Mandy stepped out of the way, causing Alex to land on the floor in a heap.

Clover slid across the room to find herself at Grim's feet. She looked up and screamed. Mandy looked over to them and said, "Grim, don't interfere. One way or the other."

"Of course, child."

Clover carefully stood up while staring at Grim, and turned around to face Mandy.

The three spies regrouped. Wordlessly the glanced at each other and nodded. Mandy prepared for a coordinated attack.

Alex stepped into a cartwheel. Mandy grabbed her leg at it approached her and held it in front of her. Alex, now in a handstand grabbed Mandy's leg and pulled causing Mandy to take a step forward. Mandy kicked at Alex's arm with her other leg, but Alex briefly managed to shift her weight to her the arm holding Mandy's leg so she could pull her arm out of the way. Looking down Mandy kick again, this time pushing Alex's leg at the same time to destabilize her. Alex went down, but before Mandy could look up flying kicks from Sam and Clover knocked her back.

Mandy pushed herself off the wall, "Nice move." Mandy went at Sam with a backhanded punch but she blocked it, but at the same time Mandy kicked at her feet in the opposite direction sending her down. Continuing the motion she spun around to kick at the approaching Clover sending her down too. Planting her leg down she bent over sending her head between Alex's legs and lifted her body up throwing Alex into the air behind her back.

Sam looked up and said, "GLADIS, restrain Mandy."

Mandy saw the robotic arms coming at her. She said, "GLADIS, restrain Sam."

GLADIS started making rapid beeping noises, "Contradictory commands. Jerry advise." The arms started spinning around wildly.

"Oh, GLADIS," Sam sighed.

Alex went at Mandy with a combination of punches, but she countered them. At the same time Clover approached from behind Mandy. Mandy twisted her body to point the gun still held behind her back at Clover, who dived away.

Suddenly Mandy felt her arms squeezed against her body and was lifted up into the air. It was GLADIS, "I was not programmed yesterday, Mandy."

"All right GLADIS!" Clover cheered.

Knowing she could not struggle free of GLADIS's robot hands Mandy relaxed her body. The CPU sphere of GLADIS approached her, "I have detached the reprogramming you did to my gadget selection protocols and I have removed it."

Mandy studied it, "I liked it better when computers did what they where told." She glanced upward to look at the arm supports.

Alex smiled, "Well I think you're the coolest computer ever."

GLADIS turned toward her and said, "Why thank you Alex."

At the same time Mandy was stretching her arm that held the gun behind her back and fired at the supports for one of the robot arms that was holding her up. As she fell to the ground she aim at the GLADIS CPU. As soon as she was on her feet she fired two shots at it. A shower of sparks erupted from it and bits of metal and glass fell to the floor.

"GLADIS!" Sam shouted.

It's voice distorted and punctuated by electrical discharges GLADIS said, "Primary functions destroyed. Secondary functions failing. Complete shutdown eminent. Goodbye, spies. It been a," another shower of sparks poured from GLADIS, "pleasure to work with you." With that, the last remaining lights on GLADIS dimmed.

Alex sighed, "GLADIS." The three spies looked up at Grim.

"Oh, no," he said, "I'm not reaping no sentient computers. I'm drawing a line in the sand."

Mandy had her gun trained on the spies, "Alright. No more playing around."

Sam stepped slowly sideways around Mandy, "We've got to get her gun."

Clover said cynically, "You think?"

Sam kicked at the gun from the side, but Mandy grabbed her leg with her elbow and pulled, bring Sam down. Alex managed to kick Mandy in the back, so Mandy rotated to point the gun at her, but Clover grabbed at Mandy's arm. Mandy simply grabbed the gun with her other hand, and pulled Clover towards her while she was still holding on to her arm.

Mandy wrapped her arm around Clover's neck holding her against her and held the gun to the side of Clover's head.

"Clover!" Alex yelled.

Clover was on the edge of tears. "This can't be happening. We can't die."

Mandy tightened her grip, "We are not in a kid's show any more. These are Grim Tales." Mandy let go of Clover and her body crumpled to the floor.

Without pausing, Sam and Alex went at Mandy harder then ever. Sam kicked at Mandy, but she grabbed her leg and threw Sam down. Alex tried to go around behind Mandy, but Mandy stepped back pushing Alex against the wall. Sam went at Mandy again, so Mandy grabbed Alex and pulled her around to throw her at Sam sending them both falling back.

Mandy took aim at Alex who scampered behind Grim. Mandy shot at her, anyway. Grim shouted, "Hey, stop that." as two bullets bounced off his rib cage. Grim shook his first at Mandy. "You're putting holes in my new robe." Just then Alex run out from behind Grim, so Mandy fired again hitting Grim's elbow, causing his arm fall off.

Sam swung from one of GLADIS's arms kicking Mandy with both feet and pushed Mandy down. Sam tried to reach for the gun, but Mandy rolled on top of her and punched her in the face with it. Mandy felt something strange hit her in the back. Mandy looked back to see Alex using Grim's arm as a club.

Mandy stood up and put up her arm to ward off another hit, but the arm grabbed her instead of hitting her. She tugged on it pulling Alex towards her and Alex tugged back, "Come on, let go."

Mandy tugged back harder, "It not me."

Grim stepped between them and grabbed his arm, "Give me that." Alex leaped back in horror. Grim reattached his arm while mumbling, "I didn't think I'd have to go through that again."

Sam wiped some blood from her lip and grabbed a smoke bomb earring. Alex nodded at her. She threw it at Alex, obscuring her. Mandy turned towards Alex expecting an attack. Alex came out of the smoke, but she was heading to Mandy's left side, as if she couldn't see her either. Mandy dodged by stepping aside, but then felt a kick on her right hand knocking the gun out of it and across the floor.

Mandy twisted her body to hit Sam, who was knocked down, and kept spinning to grab at Alex who was already passed her going for the gun. Mandy bend down to try and grab Alex's leg, but it was just out of reach.

Sam was already standing up and kicked at Mandy. Mandy was crouched down on the floor grabbed Sam's kicking foot with both hands and lifted it as she stood up causing Sam to tumble backwards. Mandy spun around grabbing Alex's wrist causing Alex to fire off the gun she was aiming at Mandy. They all froze.

A few locks of Mandy's hair floated to the ground. "You shouldn't have hesitated," Mandy said. With one hand Mandy pulled Alex's arm to flip her over her. Alex hit the floor heavily on her back and Mandy grabbed the gun from her weakened grip and turned it on her.

Blood bubbled from two holes in Alex's chest.

From across the room Sam yelled, "You evil bitch!"

Mandy pointed her gun at Sam, "So they say."

The stared at each other, both breathing heavily from the fight.

In one movement Sam pulled her backpack off and threw it at Mandy. Mandy fired, sending the backpack spinning off to the side. Behind the backpack Sam was running at her. Mandy fired again, but Sam leapt at the gun.

Sam struggled to point the gun upwards, while they both tried to trip each other with their legs, but they managed to block each attempt.

Mandy pulled them both on to the floor. Still struggling with the gun they rolled over each other a couple times. Mandy then noticed there was blood on her face and she didn't think it was hers. She saw Sam's upper arm was bleeding. One of the bullets must have grazed her. Mandy rolled into position to squeeze Sam's wounded arm against the floor with her elbow. Sam yelled out in pain and relaxed her grip on the gun so Mandy could pull it away from her.

Mandy quickly stood up while Sam grabbed her arm. Mandy said to her, "It hurts now that I've pointed it out to you."

Sam just gasped, held her arm and turned herself to face Mandy while still on her back on the floor.

Mandy waved the gun at Sam in her out stretched arm, while wiping the blood off her face with her other arm. "You may as well give up now." Suddenly Sam kick at the gun, knocking it out of Mandy's hand and catching it herself.

Mandy stepped back. Sam slowly stood up using only her legs, keeping the gun trained on Mandy. Sam said, "It seems the tables have turned."

"So it seems. What are going to do? Shoot me in cold blood?"

"You deserve it after what you've done."

"I don't doubt it. Or do you think locking me up it WOOHP prison, where half the people escape, will do justice to what I've done, to the anger you are feeling?" Mandy looked down at Clover's body.

Sam glanced back and forth between the bodies of her friends and Mandy. She breathed heavily, angry at her indecision.

Mandy tapped Alex's body with her foot, "She hesitated, too."

Sam gritted her teeth, closed her eyes and squeezed the trigger as hard as she could, but it didn't budge. She squeezed until she thought her finger would break.

Gently, Sam felt the gun being pulled from her hand. She let go of it and opened her eyes. Mandy said to her, "Weren't you keeping track? I ran out of bullets. Would I have let you have a loaded gun?"

Sam dropped to her knees, bowed her head and held her injured arm.

Mandy looked down on her. "I have destroyed the organization you believe in. I have assassinated your mentor. I have bested you in hand-to-hand combat. I have killed you closest friends. And I have made you betray you most deeply held beliefs and turned you into a cold-blooded killer. You have been completely defeated.

"My mission was to kill Jerry Lewis and destroy your team. I believe I have done that. You may go."

Sam looked up at Mandy, her eyes angry. She charged, head first at Mandy yelling, "I can not leave."

Mandy tried to grab the edge of the desk, but couldn't hold on when Sam hit her. She was pushed back against the wall. Sam grabbed her neck and squeezed. Mandy gagged and karate chopped Sam's side, but she did not budge. Mandy tried stamping on her foot but Sam just squeezed harder. Finally Mandy grabbed a small amount of Sam's hair and yanked. Sam stepped back and released her.

Mandy fell on one knee and grasped her throat gasping for air. After only getting in a few breaths Mandy was kicked by Sam knocking her down. Sam then held Mandy to the ground saying, "I have no where else to go." Sam punched Mandy in the face repeatedly and shouted, "I have nothing lift to live for."

Mandy managed to grab Sam's injured arm and twisted her skin near the wound. Sam yelled and fell on to her side, clutching her arm.

Mandy scrambled to her feet. Sniffing she touched her nose and found it bleeding. She inhaled quickly to clear it and spit out the blood.

As Sam laid on the floor she found that she was next to Clover's crumpled body. While looking up at Mandy she reach over and took the Laser Nail File into her palm.

Sam then struggled to her feet. She swung her leg at Mandy to kick, but Mandy easily blocked it. Sam almost lost her balance because she couldn't raise her injured arm to steady herself.

Sam attacked again, faking a kick and punching Mandy in the stomach. Mandy felt Sam was holding something in her hand. She grabbed the arm. Sam turned on the laser and tried to stab Mandy with it, but Mandy held the arm back.

Sam pulled her arm lower where Mandy had less leverage. Mandy lifted up her leg to push Sam away with her foot. As she was doing this her control of Sam's arm slipped and she felt the laser slice through her upper leg. Mandy used to pain to focus on pushing Sam. Sam stumbled back and Mandy grabbed the desk to support herself.

Mandy knowing she had to get the laser stepped towards Sam, but as soon as her weight shifted to her cut leg she started to collapse. She reached for the hand that held the laser. Grabbing it she pulled Sam down with her.

Mandy tried to squeeze the pressure points on her wrist the get Sam to let go, but Sam was twisting her wrist to prevent it.

Thinking of what Mandy had done to her, Sam used her knee to hit Mandy's still bleeding cut on her leg. She felt Mandy's grip weaken.

Mandy rolled on top of Sam to stop her from hitting her leg. The laser nail file was pressed between them.

Sam reached around with her injured arm to grab the back of Mandy's head. Mandy felt Sam release her grim on the laser and disengage it. Blood started to pour from between them.

Sam pulled Mandy's ear to her mouth. Sam whispered to her, "We will meet again."

"In the next life," Mandy whispered back. Mandy felt Sam expel her last breath.

Mandy dropped the laser nail file as she pulled herself up slowly. She stumbled towards the first aid kit in Jerry's desk.

Grim gathered the three defeated spies together saying to them, "Don't feel bad. You where good, but Mandy is the best."

"Hey, it's Jerry," Alex cheered. Just ahead of them Jerry was waving at them. Alex ran towards him.

Following, Clover said, "Wow, a whole new world of fashion."

Sam glanced back at Mandy before joining her friends.

Mandy had finished bandaging her leg and was sitting at Jerry's desk accessing information on the Belleville Mafia and their mission to take them down.

Grim looked back at Mandy. Although she didn't know it, once again he felt humiliated by her. She proved how destructive she could be when using the powers of the Underworld. Now, just using her own human abilities, she had kill these people. Grim knew this was just the beginning, as he could feel sand being removed out of the top of many hourglasses. Even without help from the underworld Mandy was a powerful force.

Mandy looked up at Grim who was standing over her. "What do you want? I think I'm finished here."

"Stand up, Mandy. I have something I want to give you."

Mandy stood, nervous about what Grim was going to do. She didn't really think he was going to take her life now. The time didn't seem right. Besides she was looking forward to taking control of the Belleville Mafia.

Grim moved his scythe over her chest. In a flash and image appeared on her grey spy suit, the image of Grim's skull.

Mandy asked, "What is it?"

"It's just a emblem. It doesn't give you any powers. It's just so that you enemies know which side you are on."

Mandy reached down and picked up the gun. She pressed the button to eject the empty cartridge on to the floor. She raised the gun to her face and looked at it carefully. "I'm going to need more bullets."

The end

* * *

**Let me know of any grammar mistakes or inconstancies with The Grim Adventures of Billy and Mandy or Totally Spies. **

** Here are the sources of the charactors: **

**Mandy, Grim and Billy: The Grim Adventures of Billy and Mandy created by Maxwell Atoms **

**Sam, Clover, Alex, Jerry and GLADIS: Totally Spies created by Vincent Chalvon-Demersay and David Michel **

**Jesse and Seven: Station X created by Greg Dummett **

**Cal: Undergrads created by Pete Williams **

**The Belleville Mafia: The Triplets of Belleville created by Sylvian Chomet **

**The Weasels: Who Framed Roger Rabbit? created by Gary K. Wolf, Jeffrey Price and Peter S. Seaman**

**Written on a Palm Tungsten W.**

**I wrote some fan fiction for****, Vampire-Princess Miyu,**** another dark series about a girl who is indifferent to humanity and enslaves a man who has a skull like face, wears a black robe and a uses Scythe****. It can be found at http/doconnor.reamined.on.ca/miyu.fiction.html, along with stories written about it by other people.**


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